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REPORT ON CORPORATE GOVERNANCE

Neha International's essential character is shaped by the value of transparency, customer satisfaction, integrity, professionalism and accountability. The management follows the principle of fair representation and full disclosure in all its dealings and communications. The main objective is to create and adhere to a corporate culture of conscience and consciousness, transparency and openness and to develop capabilities to attain the goal of value creation.

1. BOARD OF DIRECTORS

(a) Composition of the Board

The Company's Board consists of four directors as on 30.06.2011.

S. No. Name of the Director No. of shares Held Executive/Non- Promoter/Independent/ Executive Director Nominee Director
1 Sri G. Vinod Reddy 2189335 Chairman & Managing Director Promoter Director
2 Dr. G. Pramod 2604 Non-Executive Promoter Director
3 Sri Anil G. Nair Nil Non-Executive Independent
4 Sri P. Sarath Kumar Nil Non-Executive Independent

(b) Number of board Meetings held during the financial year and the dates of the Board meetings.

Thirteen Board Meetings were held during the period 2010 - 11 (1st July 2010 to 20th June, 2011). The time gap between any two Board meetings did not exceeded by more than four months.

2. AUDIT COMMITTEE

In compliance with Section 292A of the Companies Act, 1956, your Board of Directors has constituted the Audit Committee comprising of majority of Independent Directors as its members.

BRIEF DESCRIPTION OF TERMS OF REFERENCE

  1. Oversight of Company's financial reporting process and disclosure of financial information.

  2. Recommending the appointment and removal of external auditor, fixation of audit fees and also approval for payment for any other services.

  3. Review with the management of annual financial statements before submission to the Board for Approval.

  4. Review of changes in accounting policies.

  5. Review of quarterly financial statements before submission to Board.

  6. Review of adequacy of internal control systems and internal audit functions.

  7. Review of Company's financial and risk management policies.
    The Audit Committee met 4 times during the year under review on 14th August, 2010, 14st November 2010, 12th February, 2011 and 11th May 2011. All the members of the committee have attended all the five meetings.

3. COMPENSATION COMMITTEE

The Company constituted a Compensation Committee on 31st July, 2007 comprises majority of Independent Directors. The compensation committee devises policies for compensation and benefits to Executive Directors, Other Directors and Senior Management personnel.

4. SHAREHOLDERS/INVESTORS GRIEVANCES COMMITTEE

During the year the committee meet 0n 29st October 2010 for issue of 1.85 lack shares to perment employees of the company. The Board of Directors constituted a Shareholders / Investor Grievance Committee as a measure of good corporate governance and to strengthen the investor relations. The committee looks into redressing grievances pertaining to Share transfers, non-receipt of share certificates, issue of duplicate share certificates and responsible for formulation of procedures in line with the statutory guidelines.

The investor complaints are being handled by our Registrar & Share transfer agent, M/s. XL Softech Systems Ltd. in consultation with the company.

5. WHISTLE BLOWER POLICY

The Company has adopted a whistle blower policy in which all the employees of the Company are entitled to approach the audit committee (in respect of unethical or improper practice) without necessarily informing their superiors. The Company has not denied any personal access to the audit committee of the company and it has a policy to provide protection to “Whistle Blowers” from unfair termination and other unfair or prejudicial employment practices.

6. CODE OF CONDUCT

The Board has laid down a Code of Conduct for all Board members and Senior Management Personnel of the Company. CEO declaration to this effect forms part of this annual report

7. GENERAL SHAREHOLDER INFORMATION

a) Financial Calendar for the year 2011-12

Results Announced on
1st Quarter Results as on 30-09-2011 14.11.2011
2nd Quarter Results as on 31-12-2011 14.02.2012
3rd Quarter Results as on 31-03-2012 15.05.2012
4th Quarter Results as on 30-08-2012 14.08.2012

*The company closed its books of account for a period of 15 months.

b) The Shares of the Company are listed on 1) Bombay Stock Exchange Limited (BSE) (Code: 519560 ) 2) Madras Stock Exchange Limited (MSE) The company has paid listing fees/ issuer fee for the year 20011-12 to BSE, MSE,NSDL & CDSL.

c) Stock Code: BSE: 519560

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